The X-Men reunite at the Mansion; Kitty, Kurt and Peter follow the SHIELD ship that has captured Douglock to the Helicarrier; SHIELD is unprepared for the massive techno-organic virus Doug infects them with; The Red Skull is revealed as the one who is pulling Douglock's strings; Cont. from Uncanny #371; Cont. in X-Men 1999 Annual. Cover links with the covers of UNCANNY X-MEN #371 and X-MEN 1999 to form one giant image!